超科林半导体 2024年度报告

FORM10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 27, 2024or oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission file number000-50646_________________________________________________________________________________ Ultra Clean Holdings, Inc. (Exact name of Registrant as specified in its charter)_________________________________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes x No o Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes x Noo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes xNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.: Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting companyo.Emerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).Yeso Nox The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, based on the closing sale price of theRegistrant’s common stock on June28, 2024, as reported on the NASDAQ Global Market, was approximately $2,169.4million. Shares of common stock held by eachexecutive officer and director have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusivedetermination for other purposes.Number of shares of the registrant’s common stock outstanding as of February21, 2025:45,132,298 DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the December27, 2024 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120days of the registrant’s fiscal year ended December27, 2024. Table of Contents PART I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities27Reserved28Management’s Discussion and Analysis of Financial Condition and Results of Operations29Quantitative and Qualitative Disclosures About Market Risk39Financial Statements and Supplementary Data40Changes in and Disagreements with Accountants on Accounting and Financial Disclosure73Controls and Procedures73Other Information75 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10Directors and Executive Officers of the Registrant76Item 11Executive Compensation76Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76Item 13Certain Relationships and Related Transactions